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After dropping out of his doctoral Philosophy program, the unconventional Frank (Laurence Fuller) begins to fall into a mundane lifestyle, made complete with a menial office job. After catching his girlfriend with his boss, his old best friend, Jack (Micha Parker), arrives in town and hastily arranges a rendezvous with a strange and beautiful lady of the night for his down-in-the-dumps pal. However, during the steamy encounter, they're viciously attacked, leaving the prostitute dead and Frank unconscious. After discovering his predicament, Jack convinces a drunk, panicked Frank to head up North, take a new job and, most importantly, bury the body. Thus, the duo embarks on a strange, dark and cerebral journey into the California Sierras, full of old friends, lost loves, eccentric in-laws, backwoods pimps, and a suspicious ex-Military Chaplain (Marshall R. Teague), all while seeking to discover who's responsible for the murder.